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American business executives are under fire. Recent, notorious difficulties at companies such as the Enron Corporation brought attention to these individuals. Notwithstanding the conclusion of the trials of some of those top executives, skepticism remains about the inner workings of U.S. corporations and the quality of corporate governance. Drawing special scrutiny from some quarters is the compensation granted to corporate officers and directors. For instance, the timing of certain stock option grants, a key component of some compensation packages, raised ire because of those options' supposed backdating and fortuitous proximity to increases in share prices. Further, some questioned more generally the high level of executive compensation. Such concerns arose at the same time that the United States Securities and Exchange Commission ("SEC") promulgated new rules related to executive compensation that leave some pondering whether additional action is necessary. Ultimately, issues related to compensation raise a more fundamental question-are directors and officers running corporations for their own benefit or for the benefit of shareholders?